SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Axar Acquisition Corp. [ AXAR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/26/2017 | S | 1,189,565 | D | (1) | 6,108,262 | I | See Footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Private Placement Warrants (Right to Buy) | $12.5 | 01/26/2017 | S | 1,310,000 | (3) | (4) | Common Stock | 1,310,000 | (1) | 5,240,000 | I | See Footnote(2) | |||
| Warrants (Right to Buy) | $12.5 | 10/11/2016 | J(5) | 675,000 | (6) | (7) | Common Stock | 675,000 | (5) | 675,000 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 26, 2017, by and between Axar Master Fund Ltd. ("Axar") and Yoav Wiegenfeld, Axar sold such shares of common stock and private placement warrants to Mr. Wiegenfeld for an aggregate of $2.00 and, upon the closing of the Issuer's initial business combination, Mr. Wiegenfeld will pay to Axar an additional $200,000.00. |
| 2. The reported securities are held directly by Axar Master Fund, Ltd. Axar Capital Management, LP serves as investment manager to Axar Master Fund, Ltd. Axar GP, LLC is the sole general partner of Axar Capital Management, LP. Mr. Axelrod is the sole member of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 3. The private placement warrants will become exercisable 30 days after the completion of the Issuer's initial business combination. |
| 4. The private placement warrants will expire five years after the date on which they first become exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. |
| 5. On October 7, 2016, the Issuer declared a warrant dividend, payable to all holders of record of common stock on October 11, 2016 (the "record date"), consisting of one-half of one warrant per share of common stock. Pursuant to the terms of the Agreement, dated September 16, 2016 (as amended on September 27, 2016), by and among Axar, AR Capital, LLC and the Issuer, Axar waived its rights to receive such dividend with respect to 5,947,827 shares of common stock it held as of the record date, and as a result received 675,000 warrants with respect to the other 1,350,000 shares of common stock it held as of the record date. |
| 6. The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) October 17, 2017. |
| 7. The warrants will expire five years after the date on which the Issuer completes its initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. |
| Axar Capital Management, LP By: Axar GP, LLC, its general partner, By: /s/ Andrew Axelrod, its Sole Member | 01/30/2017 | |
| Axar GP, LLC By: /s/ Andrew Axelrod, its Sole Member | 01/30/2017 | |
| /s/ Andrew Axelrod | 01/30/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||